- Firstly, what are Minutes?
- As defined by the Office of the Director of Corporate Enforcement, “Minutes are a formal record of a company’s meetings and decisions”.
- Are companies legally required to record minutes of meetings?
- Yes, all companies are legally bound under the Companies Act 2014 to maintain one permanent record of minutes for all meetings (including board meetings, AGMs and meetings of committees of directors) signed by the Chairperson, in either a bound book or another manner.
- What is the purpose of minutes?
- To provide an accurate and impartial record of the decisions made at a meeting and the actions agreed. And may be used to prove that statutory duties have been fulfilled.
- The following Principles known as the “eight Cs” should be considered when Minute taking;
- Concise - focus on the important points and exclude unnecessary details
- Complete - include all key elements of the decision making and discussions
- Consistent - consistency in structure and style
- Clear - key points clearly defined
- Compliant - comply with the companies meeting standards
- Clean - impartial language should be used
- Correct - avoid inaccuracies in dates, names and figures
- Coherent - logic to how the minutes are presented
- Who can inspect minutes?
- Minutes of general meetings and resolutions of the company can be inspected by any member of the company (non-compliance with a request is a category 3 offence) but members do not have a statutory entitlement to access the Board of directors meeting minutes.
- The Director of Corporate Enforcement can request without notice the Board of directors meeting minutes (non-compliance with the request is a category 4 offence)
Category 3 Offence
- A summary offence only, attracting a term of imprisonment o up to six months or a “Class A fine” (or both)
Category 4 Offence
- A summary offence only, punishable by the imposition of a “Class A fine”
A “Class A fine” is a fine within the meaning of the Fines Act 2010 (i.e. a fine not exceeding €5,000)